Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On January 27, 2023, Mr. Lawrence Reinhold, a director of the Board of
Directors of Global Industrial Company (the "Company") notified the Company that
he will resign from the Board of Directors effective as of January 30, 2023 on
account of his retirement. Mr. Reinhold's decision to retire was not the result
of any disagreement with the Company or the Board of Directors.
(d) Effective January 30, 2023, the Company's Board of Directors appointed
Thomas Suozzi to serve as an independent member of the Board of Directors, for a
term ending at the Annual Meeting of Stockholders to be held in 2023 and until
his successor is appointed and qualified (or until his earlier death,
disqualification, resignation or removal), and appointed Mr. Suozzi as a member
of the Nominating/Corporate Governance Committee and the Compensation Committee.
The Board of Directors has affirmatively determined that Mr. Suozzi qualifies as
an independent director under the rules of the New York Stock Exchange and the
Securities and Exchange Commission (including the independence rules for
compensation committee members) and as defined under applicable regulations.
Mr. Suozzi, age 60, served as the U.S. Representative for New York's 3rd
Congressional District from January 2017 to January 2023. Mr. Suozzi served as
County Executive of Nassau County, New York from January 2002 to December 2009
and as Mayor of Glen Cove, New York from January 1994 to December 2001. In 2010,
Mr. Suozzi returned to the private sector as a senior advisor to investment
banking firm Lazard and as of counsel at the Harris Beach law firm. Prior to his
time in elected office, Mr. Suozzi worked as a litigator for Shearman &
Sterling, law clerk to the Chief Judge of the Eastern District of New York, and
an auditor for Arthur Andersen & Co. Mr. Suozzi is a graduate of Boston College
and Fordham University School of Law. He is trained as an attorney and CPA.
There are no family relationships between Mr. Suozzi and any director or
executive officer of the Company. There have been no transactions, and no
transactions are currently proposed, in which the Company was or is to be a
participant and in which Mr. Suozzi or any member of his immediate family had or
will have any interest, that are required to be disclosed by Item 404(a) of
Regulation S-K. In addition, there are no arrangements or understandings between
Mr. Suozzi and any other persons pursuant to which Mr. Suozzi was selected as a
director.
Mr. Suozzi will be compensated in accordance with the Company's standard
compensation policies and practices for non-employee independent directors which
are disclosed in the Company's Proxy Statement for its 2022 Annual Meeting of
Stockholders dated April 27, 2022 and which information is incorporated herein
by reference.
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